EXHIBIT 99.2
WACKENHUT
4200 Wackenhut Drive, Palm Beach Gardens, FL 33410 NEWS RELEASE
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NYSE: WAK.WAKB
FOR IMMEDIATE RELEASE
SECURITY POWERHOUSES TO MERGE
Palm Beach Gardens, Florida - March 8, 2002 -- The Wackenhut Corporation (NYSE:
WAK and WAKB) today signed a definitive merger agreement with the Danish firm,
Group 4 Falck, a public company traded on the Copenhagen Exchange, and the
world's second largest provider of security services. Group 4 Falck will acquire
100 percent of Wackenhut's common stock, both Series A and Series B, for $33.00
per share. Under the terms of the agreement, however, Wackenhut is free to seek
competing offers for the sale or merger of the company for a period of 30 days.
Completion of the transaction is subject to the approval of Wackenhut
shareholders and requisite regulatory agencies as well as other customary
conditions. Wackenhut currently has approximately 3.9 million shares of Series A
common stock and 11.1 million shares of Series B common stock issued and
outstanding. Holders of Wackenhut's Series A common stock maintain constant
voting rights, while holders of Series B common stock have voting rights only in
connection with a transaction affecting the essence of their shareholder rights.
Wackenhut's governing documents require that the holders of Series A common
stock and Series B common stock be treated identically in all other respects.
Therefore, the proposed transaction requires (1) that holders of Series A common
stock and Series B common stock each receive $33.00 per share in connection with
the merger and (2) that the merger be approved by the holders of both the Series
A common stock and the Series B common stock, each voting separately as a class.
The Wackenhut family has agreed, subject to customary exceptions, to vote its
Series A and Series B shares in favor of the transaction.
Prior to consummation of this transaction, The Wackenhut Corporation will file a
proxy statement with the United States Securities and Exchange Commission (SEC).
If approved, the merger is expected to be completed around mid-year 2002.
George R. Wackenhut, founder and Chairman of the Board of The Wackenhut
Corporation, said, "As the founder of The Wackenhut Corporation, I am very
pleased that the merger will create a truly global company that will provide a
total package of quality security services, while preserving the integrity of
the principles on which Wackenhut was founded in 1954, our traditional hallmarks
of professionalism and quality service. The strong correlation between the
culture and values of the two companies will facilitate the merger. Group 4
Falck is a highly reputable company and the combination of two leading security
services groups with very little overlap in territorial markets offers new
opportunities and synergies that will be very advantageous to our employees and
to the new company. I am also very pleased that the transaction delivers a
premium for Wackenhut shareholders over the historical market price of our
common stock."
Salomon Smith Barney Inc. has served as financial advisor to The Wackenhut
Corporation in connection with the proposed transaction.
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GROUP 4 FALCK
Group 4 Falck has activities in more than 50 countries with over 140,000
employees and annual revenues of approximately $2.5 billion. It is the market
leader in over half the countries in which it operates. Its origins go back to
1901 and two entrepreneurs, Philip Sorensen and Sophus Falck, who each developed
their own ideas about security and safety and built thriving businesses. The
Falck business became a national provider of fire services and ambulance
services by 1930. The security company extended outside Denmark and changed its
name to Group 4 in 1968 and has been the UK's largest guarding company for three
decades. In 2000 these two businesses merged to create Group 4 Falck, the
world's second largest provider of security and associated services.
Group 4 Falck has three core activities: security, safety and global solutions.
Security services include alarm, guarding and cash services. Safety services
include fire and ambulance services, auto assistance, and risk management.
Global solutions include facility management, development and management of
prison and detention facilities, prisoner transportation and immigration
services.
Its U.S. subsidiary, Group 4 Falck Technologies, based in California, provides
security technology solutions, including a ten-year contract to refurbish and
install access control systems at the U.S. Defense Department's Pentagon
Headquarters, and has contracts at several other defense-related facilities in
the United States.
THE WACKENHUT CORPORATION
The Wackenhut Corporation has 68,000 employees and 2001 revenues of $2.8
billion, with the security and correctional services portion of the revenues
totaling approximately $1.8 billion. It was founded in 1954, and is the largest
U.S.-based provider of security services. Its principal business lines include
security-related services; correctional services, and flexible staffing.
Security-related services include physical security, alarms, cash-in-transit,
cargo tracking, fire fighting and prevention, background checks and emergency
protection. Correctional services include the development and management of
correctional facilities of all types, mental health facilities and services,
rehabilitation programs, prisoner transportation, and electronic monitoring of
home detainees. Flexible staffing services encompass human resources management
and payroll administration as a professional employer organization (PEO), as
well as temporary staffing, recruitment and training.
The Wackenhut Corporation trades on the New York Stock Exchange under two
symbols, WAK (the Series A common stock) and WAKB (the Series B common stock).
The Wackenhut Corporation is the majority shareholder in Wackenhut Corrections
Corporation, which trades on the New York Stock Exchange under the symbol, WHC,
and is a global leader in privatized corrections: designing, financing,
building, and managing correctional and detention facilities for government
agencies.
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Shareholders are urged to read the proxy statement when it becomes available to
learn important information about Wackenhut and the proposed transaction.
Shareholders will be able to obtain copies of these documents when they become
available, along with other documents filed with the SEC, at HTTP://WWW.SEC.GOV.
Shareholders can also obtain, free of charge, copies of the proxy statement when
it becomes available, along with any document Wackenhut has filed with the SEC,
by contacting Wackenhut at (561) 622-5656. Wackenhut and Wackenhut's directors
may be deemed to be participants in the solicitation of Wackenhut's shareholders
in favor of the merger. Information concerning the direct or indirect interests,
by security holdings or otherwise, of these persons is contained in Wackenhut's
proxy statement relating to its 2001 annual meeting of shareholders filed with
the SEC on March 30, 2001.
Additional information is available from both companies at their respective web
sites: WWW.GROUP4FALCK.COM and WWW.WACKENHUT.COM.
THIS PRESS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS REGARDING FUTURE EVENTS
AND FUTURE PERFORMANCE OF THE COMPANY. SUCH STATEMENTS INVOLVE RISKS AND
UNCERTAINTIES THAT MAY CAUSE THE RESULTS TO DIFFER MATERIALLY FROM THE
STATEMENTS MADE IN THIS NEWS RELEASE OR OTHERWISE MADE BY OR ON BEHALF OF THE
COMPANY. THESE RISKS AND UNCERTAINTIES INCLUDE BUT ARE NOT LIMITED TO: GENERAL
ECONOMIC CONDITIONS, REGULATORY DEVELOPMENTS, COMPETITIVE FACTORS AND PRICING
PRESSURES, AND OTHER FACTORS AS DISCUSSED IN THE DOCUMENTS FILED BY THE COMPANY
WITH THE SECURITIES AND EXCHANGE COMMISSION. SUCH FILINGS INCLUDE, INTER ALIA,
THE COMPANY'S FORM 10K, FORM 10Q AND FORM 8K REPORTS.
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Contact: Patrick F. Cannan, Director, Corporate Relations
(561) 691-6643 pcannan@wackenhut.com